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Kentucky Energy, Inc. – ‘DEF 14A’ for 1/26/06

On: Friday, 1/26/07, at 7:21pm ET · As of: 1/29/07 · Effective: 1/29/07 · For: 1/26/06 · Accession #: 1019056-7-77 · File #: 0-32131

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/29/07  Kentucky Energy, Inc.             DEF 14A     1/26/06    1:38K                                    Borer Fin’l Comms Inc

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive 14A                                        16     58K 

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SCHEDULE 14A
 Proxy Statement Pursuant to Section 14(a)
 of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      
[ ]  Preliminary Proxy Statement                                                
[ ]  Confidential, for use of the Commission only (as permitted by Rule         
14a-6(e)(2))                                                          
[X]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to ss.240.14a-12                              

 Quest Minerals & Mining Corp.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required                                                            
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

       1)    Title of each class of securities to which transaction applies:

    2)    Aggregate number of securities to which transaction applies:

        3)    Per unit price or other underlying value of transaction computed
               pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing is calculated and state how it was determined.):

               _________________________________________________________________
4)    Proposed maximum aggregate value of transaction:        

               _________________________________________________________________

         5)    Total Fee Paid: _________________________________________________

[ ]  Fee paid previously with preliminary materials.                            
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

1)    Amount Previously Paid:                     

       _____________________________________________
 2)    Form, Schedule or Registration Statement No.:

       _____________________________________________
3)    Filing Party:                               

       _____________________________________________
4)    Dated Filed                                 

       _____________________________________________

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 QUEST MINERALS & MINING CORP.

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, FEBRUARY 9, 2007

You are cordially invited to attend our special meeting of    
stockholders, which will be held on Friday, February 9, 2007, at 10:00 a.m. at  
the law firm of Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine,   
California. At the special meeting, you will be asked to consider and vote upon 
the following proposals, all of which are more fully described in the           
accompanying proxy statement:                                                   

        1.       An amendment to our articles of incorporation to increase the
number of shares of common stock that we are authorized to issue from           
250,000,000 to 975,000,000.                                                     

        2.       An amendment to our articles of incorporation authorizing our
board of directors to effectuate a stock split or reverse stock split without   
stockholder approval.                                                           

         3.       A resolution authorizing our directors to change the company's
name to a name to be determined by the board of directors.                      

     Only stockholders of record at the close of business on January 17,
2007 are entitled to vote at our special meeting. A list of stockholders        
entitled to vote will be available for examination for ten days prior to the    
special meeting, between the hours of 9:00 a.m. and 4:00 p.m., at the offices of
Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine, California 92614. 

   Your vote is important. We urge you to sign and return your proxy
before the special meeting so that your shares will be represented and voted at 
the special meeting, even if you cannot attend.                                 

     This proxy statement and the proxy card are being distributed on or
about January 29, 2007.                                                         

                                   By Order of the Board of Directors,

                       EUGENE CHIARAMONTE, JR.
                       President and Secretary

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 QUEST MINERALS & MINING CORP.

 PROXY STATEMENT

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                 Page  
                                                                                                -------
                                                                                                       
About the Solicitation                                                                             2   
The Proposals                                                                                      6   
            Proposal 1 - Amendment to the Articles of Incorporation to Increase the Authorized         
            Number of Shares of Common Stock to 975,000,000                                        6   
            Proposal 2 - Amendment to the Articles of Incorporation to Authorize the Board of          
            Directors to Effectuate a Stock Split or Reverse Stock Split without Stockholder           
            Approval                                                                               8   
            Proposal 3 -Authorization to the Board of Directors to Change our Name to a Name           
            to be determined by the Board of Directors                                             9   
Security Ownership of Certain Beneficial Owners and Management                                    10   
Address of Principal Executive Officer                                                            10   
Stockholder Proposals for Next Year's Annual Meeting                                              10   
Other Matters                                                                                     11   

Exhibit A - Articles of Amendment to Articles of Incorporation                                   A-1   

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ABOUT THE SOLICITATION

SOLICITATION OF PROXIES AND ACCEPTANCES                                         

       This proxy statement is furnished in connection with our solicitation
of proxies to be voted at the special meeting.                                  

         You must complete and return the enclosed proxy in order to vote for or
against the proposals. Our board of directors recommends a vote "FOR" each of   
the proposals.                                                                  

         Whether or not you are able to attend the special meeting, your vote by
proxy is very important. Stockholders are encouraged to mark, sign, and date the
enclosed proxy and mail it promptly in the enclosed return envelope marked      
"Proxy."                                                                        

         Proxies are being solicited by and on behalf of our board of directors.
We will bear all expenses of this solicitation, including the cost of preparing 
and mailing this proxy statement. In addition to solicitation by use of the     
mails, proxies may be solicited by directors, officers, and employees in person 
or by telephone, telegram, or other means of communication. Such directors,     
officers, and employees will not be additionally compensated, but may be        
reimbursed for out-of-pocket expenses in connection with such solicitation.     
Arrangements will also be made with custodians, nominees, and fiduciaries for   
forwarding of proxy solicitation material to beneficial owners of our common    
stock held of record by such persons, and we may reimburse such custodians,     
nominees, and fiduciaries for reasonable expenses incurred in connection        
therewith.                                                                      

RECORD DATE                                                                     

         The record date for purposes of determining which stockholders may vote
at the special meeting is the close of business on January 17, 2007. On the     
record date, there were 239,043,966 shares of our common stock outstanding,     
453,000 shares of our Series A Preferred Stock outstanding, 48,284 shares of our
Series B Preferred Stock outstanding, and 260,000 shares of our Series C        
Preferred Stock outstanding. Holders of our common stock are entitled to one    
vote per share of common stock held. Holders of our Series A Preferred Stock are
not entitled to vote. Holders of our Series B Preferred Stock are entitled to   
10.355 votes per share of Series B Preferred Stock held. The number of votes of 
each Series C Preferred Stock holder is entitled to is determined by multiplying
(a) the number of shares of Series C Preferred Stock held by the holder, (b) the
number of issued and outstanding shares of our common stock, as of the record   
date for the vote, or, if no such record date is established, as of the date    
such vote is taken or any written consent of stockholders is solicited, and (c) 
0.000008. For the actions described herein, all holders of our capital stock    
vote together as a single class. Accordingly, there are 736,755,396 votes       
outstanding voting together as a single class.                                  

DATE, TIME AND PLACE OF SPECIAL MEETING                                         

       The special meeting will be held on Friday, February 9, 2007 at 10:00
a.m., California time, at the offices of Spectrum Law Group, LLP, 1900 Main     
Street, Irvine, California.                                                     

PURPOSE OF SPECIAL MEETING                                                      

   The purpose of the Special Meeting is to consider and vote on the
following:                                                                      

        1.       An amendment to our articles of incorporation to increase the
number of shares of common stock we are authorized to issue from 250,000,000 to 
975,000,000.                                                                    

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        2.       An amendment to our articles of incorporation authorizing our
board of directors to effectuate a stock split or reverse stock split without   
stockholder approval.                                                           

         3.       A resolution authorizing our directors to change the company's
name to a name to be determined by the board of directors.                      

VOTING OF PROXIES                                                               

      All shares represented by a properly executed proxy will be voted at
the special meeting in accordance with the directions on such proxy. If no      
direction is indicated on a properly executed proxy, the shares covered thereby 
will be voted in favor of each proposal.                                        

VOTING RIGHTS; QUORUM                                                           

        Shares representing a majority of the total outstanding votes, whether
present or represented by proxy, constitute a quorum. If you vote or return a   
proxy, your shares will be considered part of the quorum.                       

      Assuming a quorum of stockholders is present at the special meeting,
the affirmative vote of a majority of all votes cast is needed to approve the   
increase in the number of authorized shares of common stock, the amendment to   
the articles of incorporation authorizing the board of directors to effectuate a
stock split or reverse stock split without stockholder approval, and the        
authorization of the board of directors to change the company's name to a name  
to be determined by the board of directors.                                     

        The actions taken require the approval of the holders of a majority of
the shares of common stock, Series B Preferred Stock, and Series C Preferred    
Stock, voting together as a single class, present at the meeting of             
stockholders.                                                                   

        Eugene Chiaramonte, our sole officer and director, is the record owner
of 260,000 shares of our Series C Preferred Stock. Pursuant to the articles of  
amendment to articles of incorporation establishing the Class C Preferred Stock,
on all matters submitted to a vote of the holders of the common stock,          
including, without limitation, the election of directors, a holder of shares of 
the Series C Preferred Stock shall be entitled to the number of votes on such   
matters equal to the product of (a) the number of shares of the Series C        
Preferred Stock held by such holder, (b) the number of issued and outstanding   
shares of our common stock, as of the record date for the vote, or, if no such  
record date is established, as of the date such vote is taken or any written    
consent of stockholders is solicited, and (c) 0.000008. Therefore, Mr.          
Chiaramonte has 497,211,449 votes at the special meeting of stockholders, and it
is his intention to vote all of his shares in favor of each matter to be        
considered by the stockholders. As a result, we anticipate that the proposals   
will be approved and adopted at the meeting. We are required by applicable law  
to submit the matter to be considered to the vote of all stockholders.          

NO DISSENTERS' RIGHTS                                                           

      Stockholders have no appraisal or dissenters' rights with respect to
any of the transactions described in this proxy statement.                      

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REVOCATION OF PROXIES                                                           

      A stockholder who has executed and returned a proxy may revoke it at
any time before it is voted by executing and returning a proxy bearing a later  
date, by giving written notice of revocation to our Secretary, Eugene           
Chiaramonte, Jr., or by attending the special meeting and voting in person.     

CHANGE IN CONTROL                                                               

         On January 12, 2007, we entered into an indemnity agreement with Eugene
Chiaramonte, Jr., our President, Secretary, and sole director. Under the        
indemnity agreement, we issued 260,000 shares of our Series C Preferred Stock to
Mr. Chiaramonte to indemnify him for a loss he incurred when he delivered a     
personal guarantee in connection with a loan agreement. Under the loan          
agreement, Mr. Chiaramonte personally guaranteed repayment of the loan and      
pledged 2,000,000 shares of our common stock held by him as collateral for the  
amounts loaned under the loan agreement. We eventually defaulted under the loan 
agreement, and the lender foreclosed on the shares which Mr. Chiaramonte had    
pledged. On the date of foreclosure, Mr. Chiaramonte's shares had a market value
of approximately $260,000. The board of directors has determined that Mr.       
Chiaramonte delivered the guarantee and pledged the shares in the course and    
scope of his employment with us, as our director, and for our benefit. The board
of directors has further determined that Mr. Chiaramonte's conduct was in good  
faith and that he reasonably believed that his conduct was in, or not opposed   
to, our best interests.                                                         

         Our board of directors authorized the creation of a series of preferred
stock of the company to be known as Series C Preferred Stock, par value $0.001  
per share. The conversion price at which shares of common stock shall be        
deliverable upon conversion of Series C Preferred Stock without the payment of  
any additional consideration by the holder thereof is the lesser of (i) $0.008  
per share or (ii) 100% of the average of the 5 closing bid prices of the common 
stock immediately preceding such conversion date. Holders of the Series C       
Preferred Stock shall be entitled to receive dividends or other distributions   
with the holders of our common stock on an as converted basis when, as, and if  
declared by our board of directors. The holders of the Series C Preferred Stock 
shall also be entitled to receive, upon liquidation, an amount equal to $1.00   
per share of the Series C Preferred Stock plus all declared but unpaid dividends
with respect to such shares. The shares of Series C Preferred Stock are not     
redeemable.                                                                     

    Pursuant to the articles of amendment to articles of incorporation
establishing the Class C Preferred Stock, on all matters submitted to a vote of 
the holders of the common stock, including, without limitation, the election of 
directors, a holder of shares of the Series C Preferred Stock shall be entitled 
to the number of votes on such matters equal to the product of (a) the number of
shares of the Series C Preferred Stock held by such holder, (b) the number of   
issued and outstanding shares of our common stock, as of the record date for the
vote, or, if no such record date is established, as of the date such vote is    
taken or any written consent of stockholders is solicited, and (c) 0.000008.    

 The issuance of the Series C Preferred Stock to Mr. Chiaramonte
effectively transferred control of the company to Mr. Chiaramonte.              

INTERESTS OF CERTAIN PERSONS IN THE RESTRUCTURING                               

   You should be aware that our sole director and executive officer,
Eugene Chiaramonte, Jr., has interests in the proposals that are different from,
or in addition to, or that might conflict with, the interests of our            
stockholders. The board of directors was aware of these interests and conflicts 
when they determined to approve the proposals. Because of our present financial 
condition, the interest of our stockholders and creditors may conflict in       
certain respects with each other.                                               

       Mr. Chiaramonte is the holder of 260,000 shares of Series C Preferred
Stock. By its terms, each share of Series C Preferred Stock is convertible into 
shares of common stock. The conversion price at which shares of common stock    

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shall be deliverable upon conversion of Series C Preferred Stock without the    
payment of any additional consideration by Mr. Chiaramonte is the lesser of (i) 
$0.008 per share or (ii) 100% of the average of the 5 closing bid prices of the 
common stock immediately preceding such conversion date. As of the date hereof, 
we do not have a sufficient number of authorized shares of common stock to honor
a request for conversion of Series C Preferred Stock from Mr. Chiaramonte, but  
the proposed amendment to the articles of incorporation would authorize a       
sufficient number of authorized shares of common stock to honor a request for   
conversion of Series C Preferred Stock from Mr. Chiaramonte. Mr. Chiaramonte has
no current intention to convert any of his Series C Preferred Stock into shares 
of our common stock, although he reserves the right to effect a full or partial 
conversion at any time in the future should a sufficient number of shares be    
authorized.                                                                     

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 THE PROPOSALS

PROPOSAL 1
AMENDMENT TO OUR ARTICLES OF INCORPORATION
 TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
 TO 975,000,000 SHARES, PAR VALUE $0.001 PER SHARE

   On January 17, 2007, our board of directors unanimously adopted a
resolution declaring it advisable to amend our articles of incorporation to     
increase the number of shares of common stock that we are authorized to issue   
from 250,000,000 to 975,000,000. Our board of directors further directed that   
this amendment to our articles of incorporation be submitted for consideration  
by our stockholders. In the event stockholders approve this proposal, we will   
file an amendment to our articles of incorporation with the Department of       
Commerce of the State of Utah. This amendment will become effective at the close
of business on the date the amendment to the articles of incorporation is       
accepted for filing by the Department of Commerce of the State of Utah.         

       A copy of the articles of amendment to the articles of incorporation,
which we refer to as the "amendment" in this proxy statement, is attached to    
this proxy statement as Appendix A.                                             

         Our articles of incorporation currently authorize 250,000,000 shares of
common stock. Of the 250,000,000 shares of common stock authorized, as of       
January 16, 2007, 239,043,966 shares were outstanding. Authorizing an additional
725,000,000 shares of common stock would give our board of directors the express
authority, without further action of the stockholders, to issue common stock    
from time to time as the board deems necessary. The board of directors believes 
it is necessary to have the ability to issue such additional shares of common   
stock for general corporate purposes. Potential uses of the additional          
authorized shares may include equity financings, issuance of options,           
acquisition transactions, stock dividends or distributions, without further     
action of the stockholders, unless such action were specifically required by    
applicable law or by or rules of any stock exchange or similar system on which  
our securities may then be listed. The board of directors chose such a large    
number of shares of authorized common stock because it wants significant        
flexibility to issue common stock in the future without having to seek          
stockholder approval in the future.                                             

  We currently have outstanding Series A Preferred Stock, Series B
Preferred Stock, and Series C Preferred Stock, all of which are convertible into
shares of our common stock at the option of the holders thereof. In addition, we
currently have outstanding a series of convertible promissory notes that are    
convertible into shares of our common stock at the option of the holders        
thereof. We also currently have outstanding various warrants to purchase shares 
of our common stock that are exerciseable at the option of the holders thereof. 
We are obligated to reserve and keep available out of our authorized but        
unissued common stock such number of shares of common stock as shall from time  
to time be sufficient to effect conversion of such preferred stock and          
convertible notes, and exercise of such warrants. We currently do not have a    
sufficient number of authorized but unissued shares of common stock to honor and
such conversions or exercises. Upon the filing of the amendment, we anticipate  
that additional shares of our common stock will be issued pursuant to the terms 
of such preferred stock, convertible notes, and warrants, respectively.         

         In addition, the board of directors believes that the proposed increase
in the number of authorized shares of common stock the company by improving its 
flexibility in responding to future business needs and opportunities. The       
additional authorized shares could be used for possible future acquisitions,    
financings, stock dividends, and other proper corporate purposes.               

         Within the limits imposed by applicable law, described below, shares of
common stock could be issued in one or more transactions. Depending upon the    
nature and terms thereof, such a transaction or transactions could make a       
takeover of the company more difficult and, therefore, less likely. An issuance 
of additional shares of common stock could have the effect of diluting the      
earnings per share and book value per share of existing shares of common stock  
and diluting the stock ownership of persons seeking to obtain control of the    

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company. Except as set forth above, the board of directors has no present plans,
understandings, or agreements to issue the additional shares to be authorized.  

      Our articles of incorporation currently provide that preferred stock
may be issued in one or more series. Our board of directors is authorized to fix
the number of shares of any series of preferred stock, to determine the         
designation of any such series and to determine the rights, preferences,        
privileges, qualifications and limitations of such preferred stock. Depending   
upon the nature and terms of any such designated and issued preferred stock,    
such issuance could make a takeover of our company more difficult and therefore,
less likely. An issuance of any shares of preferred stock could have the effect 
of diluting the earnings per share and book value per share of existing shares  
of common stock. The board of directors has no present plans, understandings, or
agreements to issue any additional preferred stock. Other than our preferred    
stock as discussed herein, there are no provisions of our articles, bylaws,     
employment agreements, or credit agreements that have material anti-takeover    
consequences.                                                                   

 The board of directors does not currently intend to propose any
amendments to our articles of incorporation which might be deemed to have the   
effect of discouraging takeover attempts, although such amendments or other     
programs may be considered by the board in the future if it believes the        
interests of the stockholders would be protected thereby. Management might be   
able to use the additional shares to resist or frustrate a third-party          
transaction providing an above-market premium that is favored by a majority of  
the independent shareholders. However, it should be noted that management       
currently holds the controlling voting rights of the company and considers a    
hostile takeover attempt very unlikely.                                         

 Except for the increase of the number of authorized shares, the
amendment to the articles authorizing the board of directors to effectuate a    
stock split or reverse stock split without stockholder approval, as discussed   
below, and the authorization of the board of directors to change the name of the
company as discussed below, the proposed amendment would not change any of the  
provisions of our articles of incorporation. All shares of common stock or      
preferred stock, including the additional shares of common stock that will be   
authorized when the proposed amendment becomes effective, which are not issued  
and outstanding would be issuable at any time or from time to time by action of 
the board of directors without further authorization from stockholders, except  
to the extent that such further authorization is required by the terms of any   
agreements or securities into which we may hereafter enter or issue or          
applicable law.                                                                 

        The additional shares of common stock which would be authorized by the
proposed amendment would have the same rights and privileges as and otherwise be
identical to the shares of common stock currently authorized and outstanding.   
Holders of our common stock have no preemptive rights and, as a result, existing
stockholders would not have any preferential right to purchase any of the       
additional shares of common stock when issued.                                  

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

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PROPOSAL 2
AMENDMENT TO OUR ARTICLES OF
INCORPORATION TO AUTHORIZE OUR
 BOARD OF DIRECTORS TO
 EFFECTUATE A STOCK SPLIT OR REVERSE STOCK SPLIT
WITHOUT STOCKHOLDER APPROVAL

   On January 17, 2007, our board of directors unanimously adopted a
resolution declaring it advisable to amend our articles of incorporation        
authorizing our board of directors to effectuate a stock split or reverse stock 
split without stockholder approval. Our board of directors further directed that
this amendment to our articles of incorporation be submitted for consideration  
by our stockholders. In the event stockholders approve this proposal, we will   
file an amendment to our articles of incorporation with the Department of       
Commerce of the State of Utah. This amendment will become effective at the close
of business on the date the amendment to the articles of incorporation is       
accepted for filing by the Department of Commerce of the State of Utah.         

       A copy of the articles of amendment to the articles of incorporation,
which we refer to as the "amendment" in this proxy statement, is attached to    
this proxy statement as Appendix A.                                             

      The board of directors believes that an amendment to our articles of
incorporation authorizing our board of directors to effectuate a stock split or 
reverse stock split without stockholder approval will provide flexibility for   
both our management and business. Under Utah law, a corporation can implement a 
stock split or reverse stock split of the corporation's stock by means of a     
resolution adopted by its board of directors so long as it does not require an  
amendment to the articles of incorporation. Authorization of a stock split or   
reverse stock split without stockholder approval is important to us, inasmuch as
we will be able to change our outstanding capital stock to more efficiently meet
our future needs. Presently, we need to go to the time and expense of having a  
stockholder's meeting in order to effectuate a stock split or reverse stock     
split. We must be able to quickly deal with situations calling for us to modify 
our capital structure. Although our management considers it possible that we may
authorize a stock split or reverse stock split in the future, we do not have    
current plans to implement any such stock split or reverse stock split.         

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

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PROPOSAL 3
 AUTHORIZATION TO THE BOARD OF DIRECTORS
 TO CHANGE OUR NAME TO
 A NAME TO BE DETERMINED
 BY THE BOARD OF DIRECTORS

   On January 17, 2007, our board of directors unanimously adopted a
resolution declaring it advisable to seek authorization from our stockholders to
change the name of the company to a new name to be chosen in the discretion of  
our board of directors. This name change would require an additional amendment  
to our articles of incorporation. In the event stockholders approve this        
proposal, we would file another amendment to our articles of incorporation with 
the Department of Commerce of the State of Utah. This amendment will become     
effective at the close of business on the date the amendment to the articles of 
incorporation is accepted for filing by the Department of Commerce of the State 
of Utah.                                                                        

    Our board of directors feels that a name change may be in our best
interest in the future. Authorization of a name change without further          
stockholder approval is important to us, inasmuch as we will be able to change  
our name and corporate identity quickly. Presently, we need to go to the time   
and expense of having a stockholder's meeting in order to effectuate a name     
change. We desire to be able to quickly deal with situations calling for us to  
modify our name and corporate identity. Although our management considers it    
possible that we may change our name in the future, we do not have current plans
to change our name.                                                             

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information regarding the
beneficial ownership of our common stock as of the date of this report by the   
following persons:                                                              

         o    each person who is known to be the beneficial owner of more than
              five percent (5%) of our issued and outstanding shares of common
stock;                                            

o    each of our directors and executive officers; and      

o    all of our directors and executive officers as a group.

                                                                [Download Table]

                                                Number Of Shares                   
           Name And Address                    Beneficially Owned  Percentage Owned
           ----------------                    ------------------  ----------------
                                                                                   
Eugene Chiaramonte, Jr........................     39,445,000 (1)        12.0%     

All directors and officers as a group.........     39,445,000            12.0%     

     (1)  Includes 32,500,000 shares of common stock issuable upon conversion of
      260,000 shares of Series C Preferred Stock. Mr. Chiaramonte is our
         President, Secretary, and sole director. Mr. Chiaramonte's address is
18B East 5th Street, Paterson, NJ 07524.                    

     Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially    
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within  
60 days from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares     
subject to options held by all officers and directors as a group that are       
immediately exercisable or exercisable within 60 days from the date of this     
report.                                                                         

ADDRESS OF PRINCIPAL EXECUTIVE OFFICER

      Our sole principal executive officer is Eugene Chiaramonte, Jr., our
President and Secretary, whose mailing address is c/o Quest Minerals & Mining   
Corp., 18B East 5th Street, Paterson, NJ 07524.                                 

 STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

       To be eligible for inclusion in our proxy statement and form of proxy
for our next annual meeting, stockholder proposals must be submitted in writing 
by the close of business on December 31, 2007 to Quest Minerals & Mining Corp., 
Eugene Chiaramonte, Jr., President and Secretary, 18B East 5th Street, Paterson,
NJ 07524. If any proposal that is not submitted for inclusion in our next proxy 
(as described in the preceding paragraph) is instead sought to be presented     
directly at our next annual meeting, the proxies may vote in their discretion if
(a) we receive notice of the proposal before the close of business on December  
31, 2007 and advise stockholders in our next proxy statement about the nature of
the matter and how management intends to vote on such matter or (b) we do not   
receive notice of the proposal prior to the close of business on December, 31,  
2007. Notices of intention to present proposals at our next annual meeting      
should be addressed to Eugene Chiaramonte, Jr., President and Secretary, Quest  
Minerals & Mining Corp., 18B East 5th Street, Paterson, NJ 07524.               

10

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 OTHER MATTERS

       Our board of directors does not intend to present, or have any reason
to believe others will present, any items of business other than those stated   
above. If other matters are properly brought before the special meeting, the    
person named in the accompanying proxy will vote the shares represented by it in
accordance with the recommendation of our board of directors.                   

                      By Order of the Board of Directors

           Eugene Chiaramonte, Jr.
           President and Secretary

    January 29, 2007
Paterson, NJ

11

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 EXHIBIT A
 ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION

ATTACHMENT TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF QUEST MINERALS & MINING CORP.

 "Article IV - Authorized Shares
 -------------------------------

The aggregate number of shares of all classes of stock which the Corporation    
shall have authority to issue is One Billion (1,000,000,000) of which Nine      
Hundred Seventy Five Million (975,000,000) shares will be designated Common     
Stock, with $0.001 par value; and Twenty Five Million (25,000,000) shares shall 
be designated $0.001 par value "Preferred Stock." Without further authorization 
from the stockholders, the board of Directors shall have the authority to divide
and issue from time to time any or all of the Twenty Five Million (25,000,000)  
shares of such Preferred Stock into one or more series with such designations,  
preferences and relatives, participating, optional or other special rights, or  
qualifications, limitations or restrictions thereof, as may be designated by the
Board of Directors, prior to the issuance of such series, and the Board of      
Directors is hereby expressly authorized to fix by resolutions only and without 
further action or approval, prior to such issuance, such designations,          
preferences and relatives, participating, optional or other special rights, or  
qualifications, limitations or restrictions, including, without limitation the  
date and times at which, and the rate, if any, or rates at which dividends on   
such series of Preferred Stock shall be paid; the rights, if any of the holders 
of such series of the Preferred Stock to vote and the manner of voting, except  
as otherwise provided by the law, the rights, if any, of the holders of shares  
of such series of Preferred Stock to convert the same into, or exchange the same
for, other classes of stock of the Corporation, and the terms and conditions for
such conversation or exchange, the redemption price or prices and the time at   
which, and the terms and conditions of which, the shares of such series of      
Preferred Stock upon the voluntary on involuntary liquidation, distribution or  
sales of assets, dissolution or winding up of the Corporation, and the terms of 
the sinking fund or redemption or purchase account, if any, to be provided for  
such series of Preferred Stock. The designations, preferences, and relative,    
participating, optional or other special rights, the qualifications, limitations
or restrictions thereof, of each additional series, if any, may differ from     
those of any and all other series already outstanding. Further, the Board of    
Directors shall have the power to fix the number of shares constituting an      
classes or series and thereafter to increase or decrease the number of shares of
any such class or series subsequent to the issue of shares of that class or     
series but not below the number of shares of that class or series then          
outstanding."                                                                   

 "Article XII - Recapitalization
 -------------------------------

"The Corporation may, by resolution or resolutions of the board of directors and
without approval or consent of the stockholders of the Corporation, adopt any   
recapitalization affecting the outstanding shares of capital stock of the       
corporation by effecting a forward or reverse split of all of the outstanding   
shares of any class of capital stock of the corporation, without correspondingly
increasing or decreasing the number of authorized shares of such class or       
series, with appropriate adjustments to the Corporation's capital accounts,     
provided that the recapitalization does not require any amendment to the        
Articles of Incorporation of the corporation."                                  

A-1 

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Appendix 1                                                                      

 QUEST MINERALS & MINING CORP.

VOTE BY MAIL

Mark, sign, and date your proxy card and return it in the postage paid
envelope provided.

\*/ Please detach here \*/

The Board of Directors Recommends That You Vote FOR Each of the Proposals Below.

                                                        [Enlarge/Download Table]


                                                                                                                              
Proposal 1:     Approval of an Amendment to our Articles of               [ ] FOR      [ ] AGAINST                            
                Incorporation to increase the number of shares                                                                
                of common stock we are authorized to issue                                                                    
                from 250,000,000 to 975,000,000                                                                               

Proposal 2:     Approval of an Amendment to our Articles of               [ ] FOR      [ ] AGAINST                            
                Incorporation authorizing our board of                                                                        
                directors to effectuate a stock split or                                                                      
                reverse stock split without stockholder                                                                       
                approval                                                                                                      

Proposal 3:     Approval of a resolution authorizing our                  [ ] FOR      [ ] AGAINST                            
                directors to change the company's name to a                                                                   
                name to be determined by the board of directors                                                               



                                                                                                                              
(Instructions: To withhold authority to vote for any indicated nominee,   ____________________________________________________
write the number(s) of the nominee(s) in the box provided to the right.)                                                      
                                                                          ____________________________________________________

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO         
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL LISTED ABOVE.               

Address Change? Mark Box                                                        
Indicate changes below:     [ ]         Dated  ____________________, 2007       

                                        ________________________________________

                                        ________________________________________

                                 Signature(s) in Box (if there are
                                      co-owners, both must sign) PLEASE DATE
                                      AND SIGN ABOVE exactly as name appears
                              at the left, indicating, where
                               appropriate, office position or
                                       representative capacity. For stock held
                                  in joint tenancy, each joint owner
            should sign.

DEF 14A Last Page of 16 TOC 1st Previous Next ↓Bottom Just 16th
 QUEST MINERALS & MINING CORP.

 Meeting Location:

 Spectrum Law Group, LLP
 1900 Main Street, Suite 125
Irvine, California 92614

February 9, 2007
 10:00 a.m. Pacific Time

Quest Minerals & Mining Corp.                                                   
18B East 5th Street                                                             
Paterson, New Jersey 07524 USA                                             PROXY

================================================================================

COMMON STOCK PROXY

 PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 9, 2007

The undersigned hereby appoints EUGENE CHIARAMONTE, JR., with full powers of    
substitution, as proxies to represent and vote, as designated below, all shares 
of Common Stock of Quest Minerals & Mining Corp., registered in the name of the 
undersigned at the Special Meeting of Stockholders of the Company to be held at 
Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine, California 92614  
at 10:00 a.m. (Pacific Time) on February 9, 2007, and at any adjournment        
thereof, and the undersigned hereby revokes all proxies previously given with   
respect to the meeting.                                                         

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

 See reverse side for voting instructions.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/31/07	12		10KSB, 10KSB/A, 5, NT 10-K
	2/9/07	2	16	8-K
Filed as of / Effective on:	1/29/07	2	13
Filed on:	1/26/07
	1/17/07	2	11
	1/16/07	8
	1/12/07	6		8-K
For Period End:	1/26/06
				List all Filings

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Filing Submission 0001019056-07-000077 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kentucky Energy, Inc. – ‘DEF 14A’ for 1/26/06

On: Friday, 1/26/07, at 7:21pm ET · As of: 1/29/07 · Effective: 1/29/07 · For: 1/26/06 · Accession #: 1019056-7-77 · File #: 0-32131

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents